Exhibit 24
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.
NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.
D. MICHAEL HUGHES
-------------------
D. Michael Hughes
<PAGE>
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.
NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.
CHARLES B. EVANS
-------------------
Charles B. Evans
<PAGE>
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.
NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.
DAVID S. HOOKER
-------------------
David S. Hooker
<PAGE>
POWER OF ATTORNEY
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.
NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.
HARRIS J. PAPPAS
-------------------
Harris J. Pappas
